annual return for small/ OPC company

MCA has vide its notification dated 5th March, 2021 amended the Companies (Management & Administration) Rules, 2014 as follows:

Rule 11(1) has been amended to provide that every company shall file its annual return of shareholders, directors, loans, etc .in form MGT-7 except small companies and one person companies which shall the same in form MGT-7A. The format of form MGT-7A has been given in the annexure.

Rule 12, which had the heading “Extract of annual return” has been replaced with a new rule having a new heading “Filing of annual return with the Registrar”. The earlier rule 12 required extract of annual return in form MGT-9. That form MGT-9 has ostensibly been eliminated. There is no mention of requirement of posting the contents of MGT-9 in the website of the company. That particular requirement has also apparently been done away with.

The next amendment is in Rule 20 which pertains to voting through electronic means.

A new explanation II has been added to proviso to sub-Rule (2) of Rule 20 which covers basically the definition of agency, cut off date, cyber security, electronic voting system, remote e-voting, secured system, voting by electronic means.

Cut off date means a date not earlier than seven days before the date of the general meeting, for determining eligibility to vote by electronic means or in the general meeting.

Other definitions are technical in nature and therefore not reproduced here.

Copy of the notification can be found on the MCA site. i.e.

Simultaneously, the section 92 of the Companies act, 2013 has also been amended vide Companies Amendment Act, 2017 which was notified on 5th March, 2021. Vide this amendment, the requirement of inputting indebtedness of the company as on financial year end date has been removed. Secondly in the case of Foreign Institutional Investors, their names, addresses, countries of incorporation, registration & percentage of shareholding held by them need not be mentioned in the annual return. And then it has brought in a proviso giving powers to the central government to formulate a separate format of annual return for small companies and one person companies.

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